Chairman Margie & Corporate Governance
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Chairman Margie & Corporate Governance
This was in today's Sydney Morning Herald and outlines how Chairman Margie told a meeting in London how everything was 'above board'. Apparently the full details of her presentation are available to Qantas staff on the Intranet but nothing is available to other shareholders/interested parties who are neither staff nor those present at the London meeting. I wonder why such selective 'censorship' is in place?
Qantas deal was out of the blue
March 7, 2007
Michael Evans marvels at the magnificent Margaret.
Margaret Jackson … privateers swooped from out of the sun.
SHE might be giving up her Qantas wings but Margaret Jackson has clipped on a pair of cherubic angel wings to tell the world the Qantas board was beyond reproach in selling the airline.
The outgoing (she hopes) Qantas chairwoman has taken the rather unusual step of detailing how the airline found itself being targeted by an $11 billion private equity buyout.
And one word stands out: "Unsolicited." Seems an odd word to throw in there.
But for months, there have been unsubstantiated rumours about whether the deal was, in fact, cooked up by Qantas management, a particularly touchy topic in the wake of Alinta's, er, governance-challenged management buyout.
"For the chairman and board of any company it is definitely a challenge when private equity unexpectedly knocks on your door," Jackson told Citigroup's annual Australia-New Zealand conference in London.
"This unsolicited approach to Qantas raised new challenges."
Jackson acknowledged "serious conflicts of interest" given the Macquarie Bank-led consortium wanted Geoff Dixon and Peter Gregg in the tent.
In a jab at former Alinta chairman John Poynton, who wanted into the Perth energy company's management buyout, Jackson said: "There was no way I could lead an impartial process if I had an interest in its outcome. My job and that of the independent board was, and is, to act without fear or favour on behalf of our current shareholders."
She detailed protocols involved in the negotiations and put on the record that "no one involved could trade in Qantas securities for 12 months".
She pointed out that while the independent directors made the decision to recommend the offer, executive directors Dixon and Gregg "wholeheartedly supported this decision".
Then again, even she acknowledges they had a bit of an interest given "there has been a lot of talk about the compensation Qantas executives will receive if the deal goes ahead".
But she reckons her board deserves a rap. "If the deal goes ahead, all our current independent directors will resign. They will receive no cash retirement payment. Their fees will just stop."
And that means James Packer, for one, might be looking for a new board seat.
As he's a top 20 shareholder in Macquarie Bank, Macquarie's behind the Qantas buyout and Packer's on the Qantas board, surely it would make for nice continuity for him to join the Macquarie Bank board.
March 7, 2007
Michael Evans marvels at the magnificent Margaret.
Margaret Jackson … privateers swooped from out of the sun.
SHE might be giving up her Qantas wings but Margaret Jackson has clipped on a pair of cherubic angel wings to tell the world the Qantas board was beyond reproach in selling the airline.
The outgoing (she hopes) Qantas chairwoman has taken the rather unusual step of detailing how the airline found itself being targeted by an $11 billion private equity buyout.
And one word stands out: "Unsolicited." Seems an odd word to throw in there.
But for months, there have been unsubstantiated rumours about whether the deal was, in fact, cooked up by Qantas management, a particularly touchy topic in the wake of Alinta's, er, governance-challenged management buyout.
"For the chairman and board of any company it is definitely a challenge when private equity unexpectedly knocks on your door," Jackson told Citigroup's annual Australia-New Zealand conference in London.
"This unsolicited approach to Qantas raised new challenges."
Jackson acknowledged "serious conflicts of interest" given the Macquarie Bank-led consortium wanted Geoff Dixon and Peter Gregg in the tent.
In a jab at former Alinta chairman John Poynton, who wanted into the Perth energy company's management buyout, Jackson said: "There was no way I could lead an impartial process if I had an interest in its outcome. My job and that of the independent board was, and is, to act without fear or favour on behalf of our current shareholders."
She detailed protocols involved in the negotiations and put on the record that "no one involved could trade in Qantas securities for 12 months".
She pointed out that while the independent directors made the decision to recommend the offer, executive directors Dixon and Gregg "wholeheartedly supported this decision".
Then again, even she acknowledges they had a bit of an interest given "there has been a lot of talk about the compensation Qantas executives will receive if the deal goes ahead".
But she reckons her board deserves a rap. "If the deal goes ahead, all our current independent directors will resign. They will receive no cash retirement payment. Their fees will just stop."
And that means James Packer, for one, might be looking for a new board seat.
As he's a top 20 shareholder in Macquarie Bank, Macquarie's behind the Qantas buyout and Packer's on the Qantas board, surely it would make for nice continuity for him to join the Macquarie Bank board.
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quote from Maggie...
"
In a jab at former Alinta chairman John Poynton, who wanted into the Perth energy company's management buyout, Jackson said: "There was no way I could lead an impartial process if I had an interest in its outcome. My job and that of the independent board was, and is, to act without fear or favour on behalf of our current shareholders."
Doesn't Maggie recieve a percentage of the company's value just as darth does?
If so doesn't that contradict the statement "there was no way I could lead an impartial process if I had an interest in its outcome"...
"
In a jab at former Alinta chairman John Poynton, who wanted into the Perth energy company's management buyout, Jackson said: "There was no way I could lead an impartial process if I had an interest in its outcome. My job and that of the independent board was, and is, to act without fear or favour on behalf of our current shareholders."
Doesn't Maggie recieve a percentage of the company's value just as darth does?
If so doesn't that contradict the statement "there was no way I could lead an impartial process if I had an interest in its outcome"...
One aspect of the full support and unbridled enthusiasm given by the board and the management team is highlighted in todays AFR.
Interesting but understandable!
If the bid fails and they walk (APA), then chief executive Geoff Dixon and chief financial officer Peter Gregg may have to leave their posts, given their support and allegiance to the offer, although that's not certain. More likely Gregg would replace Dixon as CEO.
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Direct Anywhere:
Are you saying that none of the non-exec directors have any shareholding in Qantas as it stands now? Because other LBOs that I have seen mean that the non exec board members can now legally cash in their share options because they are now no longer legally bound by any agreements made while sitting in the plush chairs at the qantas boardroom, they have been bought out. The face of chairman mao, I mean, mag when her and dixon announced their support for the deal was hardly one of anguish of a woman who had just lost her job. I mean I thought she was going to jump him then and there in front of all the cameras! That face was one of someone who had just hit the jackpot not lost out!
They didn't have to be involved.
Management and the board are in complete agreeance with the Dixon plan. Throw in excellent value for the current shareholders with patient capital and management support from APA and the CEO and CFO can go have a great lunch knowing it's a fait a compli!
P.S. They also can order something a bit better than the Jacobs Creek 'cause they know they can afford it!
Management and the board are in complete agreeance with the Dixon plan. Throw in excellent value for the current shareholders with patient capital and management support from APA and the CEO and CFO can go have a great lunch knowing it's a fait a compli!
P.S. They also can order something a bit better than the Jacobs Creek 'cause they know they can afford it!
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Personally, I would have thought with the obscene bonus that the execs will get out of this that they could have given it back to the staff who have made the sacrifices for them to obtain their bonus's.
It doesn't hurt to dream does it?
It doesn't hurt to dream does it?
Nunc est bibendum
The Chairman laments the fact that the share market has never recognised the 'value' in QF and priced it accordingly. If she really worked for the shareholders as she keeps banging on about then perhaps she should have kicked the CEO in the pants and told him to stop talking the bloody airline down every time he got his mug on TV. A real Chairman would have had the guts to tell the CEO that he's not doing the airline any favours by talking it down every day of the week.
Every since he became CEO Geoff Dixon has been at pains to tell everyone how bad the aviation game was and how tough it was. Now funnily enough it's all roses and APA can reap a massive bonanza over the next few years. This smells bad.
It'd make me want to puke if I could be bothered expending energy enough to really give a stuff.
Every since he became CEO Geoff Dixon has been at pains to tell everyone how bad the aviation game was and how tough it was. Now funnily enough it's all roses and APA can reap a massive bonanza over the next few years. This smells bad.
It'd make me want to puke if I could be bothered expending energy enough to really give a stuff.
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Agree with Keg.
Mags has a bit over 100,000 shares according to Bloomberg; in my simple thinking that smells and quacks like an 'interest'...
And just taking Keg's argument one step further, if the market hasn't to date realised the inherent value in an enterprise, then should the directors not have already been acting to unlock it? If not, isn't there a level of culpability? In such a case, what have the directors been doing (or not doing) such that the full enterprise value has not been realised?
Mags has a bit over 100,000 shares according to Bloomberg; in my simple thinking that smells and quacks like an 'interest'...
And just taking Keg's argument one step further, if the market hasn't to date realised the inherent value in an enterprise, then should the directors not have already been acting to unlock it? If not, isn't there a level of culpability? In such a case, what have the directors been doing (or not doing) such that the full enterprise value has not been realised?
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Quote from Directanywhere...
"the non-executive members, including Margaret Jackson, stand to lose their jobs and director's fees and get nothing out of the sale of QANTAS"
So if you had approximately 100,000 shares worth somewhere around $2.50 to $3.00 and someone comes up with an idea for raising that to $5.60 then I would suggest that she is indeed getting something out of the sale of Qantas.
As far as losing her job..well I don't think it will be long before she gets another position on another board fairly quickly.
As other have pointed out she should have told Darth to stop talking down the share price.
"the non-executive members, including Margaret Jackson, stand to lose their jobs and director's fees and get nothing out of the sale of QANTAS"
So if you had approximately 100,000 shares worth somewhere around $2.50 to $3.00 and someone comes up with an idea for raising that to $5.60 then I would suggest that she is indeed getting something out of the sale of Qantas.
As far as losing her job..well I don't think it will be long before she gets another position on another board fairly quickly.
As other have pointed out she should have told Darth to stop talking down the share price.
Last edited by lowerlobe; 7th Mar 2007 at 21:33.
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And the executive directors...
Quote:
If the bid fails and they walk (APA), then chief executive Geoff Dixon and chief financial officer Peter Gregg may have to leave their posts, given their support and allegiance to the offer, although that's not certain. More likely Gregg would replace Dixon as CEO.
If it doesn’t happen is that a vote of no confidence in the current management? After all they were selling out for what, besides their own financial gain.
Do any of the Executive Management (thers’s 10 listed on the QF web site) team now have any support by their direct reports and all other staff within their departments? After all they are still cutting staff today whilst they themselves will show Dixon their support and allegiance, they are about to win lotto big time !
Are there suitably qualified people in the market place who can step into the Executive roles such as:
i CEO (Dixon)
ii CFO (Gregg)
iii Executive General Manager Qantas (Borghetti)
iv Executive General Manager People (Brown)
v Executive General Manager Associated Businesses (Fenn,)
vi Chief Executive Officer JetStar (Joyce)
vii Chief Risk Officer (Kella)
viii Deputy Chief Financial Officer (Storrie)
ix Executive General Manager Qantas Engineering (Cox)
x Group General Manager Strategy & Fleet (Hickey)
Hasn’t the papers stated that there’s something like 20 odd senior management team members? Who are they can you name suitably qualified replacements for them?
Surely from the above, the top 8 can be replaced from the marketplace – but the next two you’d want some experience / knowledge. If there are 20 odd who are to benefit from the Dixon plan – can they be readily replaced? Any thoughts?
Quote:
If the bid fails and they walk (APA), then chief executive Geoff Dixon and chief financial officer Peter Gregg may have to leave their posts, given their support and allegiance to the offer, although that's not certain. More likely Gregg would replace Dixon as CEO.
If it doesn’t happen is that a vote of no confidence in the current management? After all they were selling out for what, besides their own financial gain.
Do any of the Executive Management (thers’s 10 listed on the QF web site) team now have any support by their direct reports and all other staff within their departments? After all they are still cutting staff today whilst they themselves will show Dixon their support and allegiance, they are about to win lotto big time !
Are there suitably qualified people in the market place who can step into the Executive roles such as:
i CEO (Dixon)
ii CFO (Gregg)
iii Executive General Manager Qantas (Borghetti)
iv Executive General Manager People (Brown)
v Executive General Manager Associated Businesses (Fenn,)
vi Chief Executive Officer JetStar (Joyce)
vii Chief Risk Officer (Kella)
viii Deputy Chief Financial Officer (Storrie)
ix Executive General Manager Qantas Engineering (Cox)
x Group General Manager Strategy & Fleet (Hickey)
Hasn’t the papers stated that there’s something like 20 odd senior management team members? Who are they can you name suitably qualified replacements for them?
Surely from the above, the top 8 can be replaced from the marketplace – but the next two you’d want some experience / knowledge. If there are 20 odd who are to benefit from the Dixon plan – can they be readily replaced? Any thoughts?
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How many shares in "OrangeStar" do these executives hold?
What are the worth of those shares now and what will their worth be in a few years after the "Dixon" plan has been unleashed?
What are the worth of those shares now and what will their worth be in a few years after the "Dixon" plan has been unleashed?
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One aspect of this deal is worth some thought. The history of these buyouts has been that private equity picks a company that is struggling, buys it out, kick out the current management and proceeds to administer the strong medicine required.
I just wonder why no-one has commented on the fact that the story, apparently, is that APA arrived out of the blue to attempt a takeover of a company that was already profitable and by some magic quirk of fate found "The Dixon Plan" so appealing that they shelved any plan they may have had and are now fully behind what management had in train anyway.
What a crock!
I don't know about Marge but Dixon is in this up to his neck.
I just wonder why no-one has commented on the fact that the story, apparently, is that APA arrived out of the blue to attempt a takeover of a company that was already profitable and by some magic quirk of fate found "The Dixon Plan" so appealing that they shelved any plan they may have had and are now fully behind what management had in train anyway.
What a crock!
I don't know about Marge but Dixon is in this up to his neck.
